{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-25-017223","form_type":"8-K","ticker":"BGMS","cik":"0001130166","company_name":"Bio Green Med Solution, Inc.","filed_at":"2025-10-07T23:59:59+00:00","discovered_at":"2026-05-14T18:02:38.855941+00:00","generated_at":"2026-05-17T04:24:17.039420+00:00","sec_items":["1.01","2.01","9.01"],"event_type":"m_and_a","sentiment":"negative","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Bio Green Med Solution sells Plogosertib assets to Tethra Biosciences for $300K upfront plus $170K milestone","bullets":["Sold all patent rights and IP related to Plogosertib (PLK1 inhibitor) to Tethra Biosciences Inc.","Total consideration: $300,000 upfront plus a potential $170,000 milestone upon first patient dosing in Phase 2.","Transaction closed on October 6, 2025, with customary representations and warranties.","Buyer assumes obligations related to the Compound from closing forward; seller retains excluded liabilities."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-25-017223","json":"https://secwatch.observer/filing/0001493152-25-017223.json","markdown":"https://secwatch.observer/filing/0001493152-25-017223.md","text":"https://secwatch.observer/filing/0001493152-25-017223.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1130166/000149315225017223/0001493152-25-017223-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1130166/000149315225017223/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T04:24:17.039420+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"2efba5a0068e2a0c47557659e2b54bb58f76ad09","claim":"Bio Green Med Solution, Inc. completed a disposition involving Tethra Biosciences Inc. for $300,000, plus a further potential Milestone of $170,000 (closed 2025-10-06).","evidence_excerpt":"of the Company related to Plogosertib, a polo-like kinase 1 (PLK 1) inhibitor for treatment of advanced cancers and hematological malignancies (“Plogo”), for a purchase price of $300,000, plus a further potential Milestone (as defined in the Purchase Agreement) of $170,000. The Purchase Agreement contains customary representations, warranties and covenants. The","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1130166/000149315225017223/0001493152-25-017223-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0000107140-26-000034","ticker":"WLY","company_name":"JOHN WILEY & SONS, INC.","filed_at":"2026-06-02T12:30:39+00:00","headline":"Wiley acquires Emerald Publishing for $452M; adds ~500 journals, expected accretive in year one","event_type":"m_and_a","sec_items":["1.01","2.01","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000107140-26-000034","json":"https://secwatch.observer/filing/0000107140-26-000034.json","markdown":"https://secwatch.observer/filing/0000107140-26-000034.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/jwa-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"of the Company related to Plogosertib, a polo-like kinase 1 (PLK 1) inhibitor for treatment of advanced cancers\nand hematological malignancies (“Plogo”), for a purchase price of $300,000, plus a further potential Milestone (as defined\nin the Purchase Agreement) of $170,000. The\nPurchase Agreement contains customary representations, warranties and covenants. The","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1130166/000149315225017223/0001493152-25-017223-index.htm","comparable_excerpt":"pursuant to which Buyer acquired from the Seller all of the issued and outstanding equity securities of Emerald Holding (the \"Transaction\") in exchange for GBP £337.5 million (approximately $452 million)","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm"}},{"accession":"0001193125-26-251442","ticker":"RPAY","company_name":"Repay Holdings Corp","filed_at":"2026-06-01T20:14:04+00:00","headline":"REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","9.01","2.03","7.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251442","json":"https://secwatch.observer/filing/0001193125-26-251442.json","markdown":"https://secwatch.observer/filing/0001193125-26-251442.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/rpay-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"of the Company related to Plogosertib, a polo-like kinase 1 (PLK 1) inhibitor for treatment of advanced cancers\nand hematological malignancies (“Plogo”), for a purchase price of $300,000, plus a further potential Milestone (as defined\nin the Purchase Agreement) of $170,000. The\nPurchase Agreement contains customary representations, warranties and covenants. The","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1130166/000149315225017223/0001493152-25-017223-index.htm","comparable_excerpt":"KUBRA became an indirect wholly owned subsidiary of the Company. Pursuant to the Purchase Agreement, the aggregate cash purchase price for the Acquisition was approximately $372 million, subject to customary post-closing adjustments. The closing cash consideration was funded with a combination of cash on hand and borrowings under the Credit Agreement described","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm"}},{"accession":"0001104659-26-068519","ticker":"FDX","company_name":"FEDEX CORP","filed_at":"2026-06-01T10:42:52+00:00","headline":"FedEx completes spin-off of FedEx Freight; 80.1% distributed to FDX stockholders","event_type":"m_and_a","sec_items":["1.01","2.01","5.02","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068519","json":"https://secwatch.observer/filing/0001104659-26-068519.json","markdown":"https://secwatch.observer/filing/0001104659-26-068519.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1048911/000110465926068519/0001104659-26-068519-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1048911/000110465926068519/tm2616055d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"of the Company related to Plogosertib, a polo-like kinase 1 (PLK 1) inhibitor for treatment of advanced cancers\nand hematological malignancies (“Plogo”), for a purchase price of $300,000, plus a further potential Milestone (as defined\nin the Purchase Agreement) of $170,000. The\nPurchase Agreement contains customary representations, warranties and covenants. The","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1130166/000149315225017223/0001493152-25-017223-index.htm","comparable_excerpt":"Effective as of 12:01 a.m., Central Time, on June 1, 2026 (the “Effective Time”), the Company completed the Spin-Off through the distribution by FedEx of 80.1% of the outstanding shares of FedEx Freight common stock on a pro rata basis to the holders of FedEx common stock.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1048911/000110465926068519/0001104659-26-068519-index.htm"}},{"accession":"0001493152-26-025709","ticker":"NNE","company_name":"Nano Nuclear Energy Inc.","filed_at":"2026-05-29T10:30:26+00:00","headline":"Nano Nuclear acquires STS for up to $13M, adds nuclear logistics and $7.1M revenue","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","5.02","7.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-025709","json":"https://secwatch.observer/filing/0001493152-26-025709.json","markdown":"https://secwatch.observer/filing/0001493152-26-025709.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1923891/000149315226025709/0001493152-26-025709-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1923891/000149315226025709/form8-k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"of the Company related to Plogosertib, a polo-like kinase 1 (PLK 1) inhibitor for treatment of advanced cancers\nand hematological malignancies (“Plogo”), for a purchase price of $300,000, plus a further potential Milestone (as defined\nin the Purchase Agreement) of $170,000. The\nPurchase Agreement contains customary representations, warranties and covenants. The","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1130166/000149315225017223/0001493152-25-017223-index.htm","comparable_excerpt":"“STS Acquisition”). The closing of the STS Acquisition occurred on May 22, 2026 (the “Closing Date”). Pursuant\nto the Purchase Agreement, the Buyer Parties agreed to pay up to $13.0 million in total consideration for STS, consisting of (i) approximately\n$6.0 million in cash (the “Closing Cash Consideration”), subject to adjustment under certain conditions within 180","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1923891/000149315226025709/0001493152-26-025709-index.htm"}},{"accession":"0001493152-26-025562","ticker":"BESS","company_name":"Bimergen Energy Corp","filed_at":"2026-05-28T13:28:23+00:00","headline":"Bimergen contributes 3 BESS projects to Cerberus JV; receives 7.5% equity + $1.18M cash","event_type":"m_and_a","sec_items":["1.01","2.01","9.01"],"materiality_score":0.65,"calibrated_materiality_score":0.65,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-025562","json":"https://secwatch.observer/filing/0001493152-26-025562.json","markdown":"https://secwatch.observer/filing/0001493152-26-025562.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1066764/000149315226025562/0001493152-26-025562-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1066764/000149315226025562/form8-k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"of the Company related to Plogosertib, a polo-like kinase 1 (PLK 1) inhibitor for treatment of advanced cancers\nand hematological malignancies (“Plogo”), for a purchase price of $300,000, plus a further potential Milestone (as defined\nin the Purchase Agreement) of $170,000. The\nPurchase Agreement contains customary representations, warranties and covenants. The","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1130166/000149315225017223/0001493152-25-017223-index.htm","comparable_excerpt":"Pursuant to the Contribution Agreement, Emergen contributed 100% of its equity interests in three battery energy storage system (“BESS”) project companies (the “Project Companies”), to the JV Company.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1066764/000149315226025562/0001493152-26-025562-index.htm"}},{"accession":"0001213900-26-061792","ticker":"OLOX","company_name":"OLENOX INDUSTRIES INC.","filed_at":"2026-05-28T12:30:18+00:00","headline":"Olenox acquires CS Digital for $30M upfront; launches gas-powered data center platform","event_type":"m_and_a","sec_items":["1.01","5.03","2.01","2.03","3.02","7.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-061792","json":"https://secwatch.observer/filing/0001213900-26-061792.json","markdown":"https://secwatch.observer/filing/0001213900-26-061792.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026061792/0001213900-26-061792-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026061792/ea0292420-8k_olenox.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"of the Company related to Plogosertib, a polo-like kinase 1 (PLK 1) inhibitor for treatment of advanced cancers\nand hematological malignancies (“Plogo”), for a purchase price of $300,000, plus a further potential Milestone (as defined\nin the Purchase Agreement) of $170,000. The\nPurchase Agreement contains customary representations, warranties and covenants. The","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1130166/000149315225017223/0001493152-25-017223-index.htm","comparable_excerpt":"of CS Digital (the “Acquisition”) on the same date. Aggregate Consideration. The aggregate\nconsideration payable by the Company under the Purchase Agreement consists of: (i) US$30,000,000 in upfront consideration, payable at\nclosing, comprised of (a) US$14,000,000 in newly issued shares of the Company’s Series D Preferred Stock, par value $1.00 per share\n(the","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026061792/0001213900-26-061792-index.htm"}},{"accession":"0001683168-26-004327","ticker":"TMGI","company_name":"Transglobal Management Group, Inc.","filed_at":"2026-05-27T23:04:33+00:00","headline":"TMGI acquires CSTI in all-stock deal, 50.6M shares issued","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001683168-26-004327","json":"https://secwatch.observer/filing/0001683168-26-004327.json","markdown":"https://secwatch.observer/filing/0001683168-26-004327.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1434601/000168316826004327/0001683168-26-004327-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1434601/000168316826004327/tmgi_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"of the Company related to Plogosertib, a polo-like kinase 1 (PLK 1) inhibitor for treatment of advanced cancers\nand hematological malignancies (“Plogo”), for a purchase price of $300,000, plus a further potential Milestone (as defined\nin the Purchase Agreement) of $170,000. The\nPurchase Agreement contains customary representations, warranties and covenants. The","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1130166/000149315225017223/0001493152-25-017223-index.htm","comparable_excerpt":"Exchange Agreement (the “Agreement”) to\nacquire all of the outstanding shares of Continuum Software Technologies, Inc., a Wyoming corporation (hereafter, “CSTI”),\nin exchange for 50,645,000 shares of common stock (the “TMGI Common Stock”) of the Company (such transaction is hereafter\nreferred to as the “Acquisition”). CSTI possesses a cloud-based, all-in-one golf","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1434601/000168316826004327/0001683168-26-004327-index.htm"}},{"accession":"0001193125-26-213462","ticker":"EWCZ","company_name":"European Wax Center, Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted","event_type":"m_and_a","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.02","5.03","5.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-213462","json":"https://secwatch.observer/filing/0001193125-26-213462.json","markdown":"https://secwatch.observer/filing/0001193125-26-213462.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/d137291d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"of the Company related to Plogosertib, a polo-like kinase 1 (PLK 1) inhibitor for treatment of advanced cancers\nand hematological malignancies (“Plogo”), for a purchase price of $300,000, plus a further potential Milestone (as defined\nin the Purchase Agreement) of $170,000. The\nPurchase Agreement contains customary representations, warranties and covenants. The","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1130166/000149315225017223/0001493152-25-017223-index.htm","comparable_excerpt":"excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $5.80 per share of Class A Common Stock, without interest thereon (the “ Class A Per Share Price ”), (ii) each share of the Company’s Class B common stock, par value $0.00001 per share","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}